SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
EQUISURE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: $125
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14A of the Securities Exchange Act of 1934
Equisure Inc.
(Exact name of registrant as specified in its Charter)
Common Stock $.001 par value
(Title of Class
of Securities)
29444K 10 8
(CUSIP Number of Class of Securities)
Minnesota 0-23178 41-1309882
(State of (Commission file (IRS Employer Identification
Incorporation) number) Number)
Charles Clayton
527 Marquette, Suite 1800,
Minneapolis, Minnesota 55402
(612) 338-3738
(Name, address and telephone number of person authorized
to receive notice and communications of behalf of person filing statement)
EQUISURE, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1996
DEAR FELLOW SHAREHOLDER:
A special meeting of shareholders of Equisure, Inc., will be held at
527 Marquette, #1800, Minneapolis, Minnesota, on the 29th day of October, 1996,
at 9:00 a.m. to consider and act upon the following matters:
1. Ratify and approve all actions taken by the shareholders of
this Company at the May 10, 1996 special meeting of
shareholders, including the approval of the Plan of Exchange
with Equihot Herverzekering N.V.
2. Increase the number of Company's authorized shares from
10,000,000 to 50,000,000 shares.
The foregoing matters are more fully described in the accompanying
proxy statement which is hereby made a part of this notice.
Shareholders of record at the close of business on October 1, 1996,
will be entitled to vote at the meeting.
BY THE BOARD OF DIRECTORS
The execution of the enclosed proxy and its return as promptly as possible will
be greatly appreciated. A reply envelope is enclosed for your convenience.
EQUISURE, INC.
(FORMERLY ALOE VERA NATUREL, INC.)
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This proxy statement is furnished to holders of the common stock of
Equisure, Inc., (the "Company") in connection with the solicitation by the Board
of Directors of proxies for use at the special meeting of shareholders to be
held on the 29th day of October, 1996, and at all adjournments thereof, for the
purpose of ratifying and approving all actions taken by shareholders at the
special meeting of shareholders held on May 10, 1996. The special shareholder
meeting of May 10, 1996, approved a 20-for-1 reverse split of shares of Aloe
Vera Naturel, Inc., approved the Plan of Exchange with Equihot Delfstoffen for
all of the shares of Equihot Herverzekering, elected directors and approved the
change of the Company's name to Equisure, Inc. The vote at the special
shareholder meeting on May 10, 1996 was affirmative for more than 72% of all
shares outstanding for all four proposals, and less than one percent of all
shares voting against the proposals. The Plan of Exchange was filed with the
State of Minnesota, and a Certificate of Exchange was issued. The results of the
special shareholder meeting were reported to the Securities and Exchange
Commission on a Form 8K. Due to certain errors in the notice given in connection
with the special meeting of shareholders held on May 10, 1996, this special
meeting of shareholders is being held to ratify and approve all actions taken at
the May 10, 1996, special shareholder meeting, and to approve an amendment to
the Company's Articles of Incorporation to increase the number of shares
authorized to be issued from 10,000,000 to 50,000,000 shares of common stock,
$.001 par value.
The notice for the May 10, 1996 meeting did not advise shareholders of
dissenters' rights which they had pursuant to Section 302A.471 of the Minnesota
Business Corporations Act due to the actions to be taken at the meeting. One of
the purposes for holding a second meeting to ratify and approve the actions
taken at the May 10, 1996, meeting is to correct this error and to give
shareholders notice of their right to dissent and to assert their dissenters'
rights. Copies of Sections 302A.471 and 302A.473 of the Minnesota Business
Corporations Act are attached to this Proxy Statement.
Holders of outstanding stock of record at the close of business on
October 1, 1996, are entitled to vote at the meeting and to cast one vote for
each share held. The outstanding voting securities of the Company, as of October
1, 1996, consists of 5,575,833 shares of common stock.
This Proxy Statement and form of proxy are being mailed to the
shareholders of Equisure, Inc. on or about October 11, 1996.
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
George N. Berger, former President of the Company was paid $70,000 as a
result of his accrued compensation, and for money due to him for expenses
incurred before October, 1992. The compensation and expenses ceased in October,
1992 by agreement with the Company, because there was no activity in the
Company. All other interests are on a per share pro rata basis.
PRINCIPAL SHAREHOLDERS OF ALOE VERA NATUREL, INC.
(Prior to May 10, 1996)
The Company knows of no person who was the beneficial owner of more
than 5% of the Company's voting securities on May 10, 1996, (all of which
securities were held for more than the past two years), except as follows:
<TABLE>
<CAPTION>
Percent
Name of Beneficial Owner Number of Shares (1) (prior to exchange)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
George N. Berger (2) 131,250 47.0%
Donald E. Densmore (2) 12,500 4.5%
Wayne E. Densmore (2) 17,400 6.0%
John P. Porter (2) 12,325 4.4%
All then officers and
directors as a group 173,475 62%
- ------------------
</TABLE>
(1) All share amounts set forth herein have been adjusted for and assume
the effectiveness of the 20-for-1 reverse stock split approved at the
May 10, 1996, special meeting of shareholders.
(2) Each of these individuals has agreed to vote his shares of the
Company's common stock for approval of each of the items to be voted on
at this meeting.
OFFICERS AND DIRECTORS OF ALOE VERA NATUREL, INC.
(Prior to May 10, 1996)
The officers and directors of Aloe Vera Naturel, Inc. prior to the
exchange, all of whom held office for more than the past two years, were as
indicated below. There was no audit, compensation, nominating or any other
committee of the Board of Directors. There was one meeting of the Board of
Directors in the past year, all directors participated in the meeting. The
officers and directors of the Company until May 10, 1996 were as follows:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
George N. Berger 39 President and Director
Donald E. Densmore 60 Director
Wayne E. Densmore 65 Director
John P. Porter 69 Director
</TABLE>
GEORGE N. BERGER, President, Chief Financial Officer, Secretary and
Director. Mr. Berger has a degree in Economics from Concordia College and an MBA
from the University of Minnesota. He has served as an officer and director of
the Company since November, 1991.
DONALD E. DENSMORE, Director. Mr. Densmore has been a director of the
Company since 1980, and was president from 1982 to 1991. From 1992 to 1995 he
was an executive of K. H. Watts Co. a manufacturers representative.
WAYNE E. DENSMORE, Director. Mr. Densmore has been a director of the
Company since 1980, and was secretary from 1982 to 1991. Mr. Densmore was the
President of International Blending Company for 22 years until its sale in 1992,
and remained the general manager until his retirement in 1995.
JOHN P. PORTER, Director. Mr. Porter was been a director of the Company
since 1980. He is now retired, before retirement he was National Sales Manager
for Heidelberg Eastern, Inc.
EXECUTIVE COMPENSATION OF ALOE VERA NATUREL, INC.
There were no officers or directors of Aloe Vera Naturel, Inc. that
received compensation in excess of $60,000 or more during the year prior to May
10, 1996. Mr. Berger had an employment contract with the Company, however, all
pay had been suspended since October, 1992, and he has agreed to waive all
claims for salary as a result of the Agreement and Plan of Exchange. There is no
bonus, profit sharing, pension, retirement or any other compensation plan for
any officer or director of the Company.
CHANGE OF ACCOUNTANTS
The accountants for the Company prior to the exchange were McGladrey &
Pullen, L.L.P. After the special shareholder meeting on May 10, 1996, Stirtz
Bernards Boyden Surdel & Larter (Moores Rowland International), of Minneapolis,
Minnesota, has acted as United States accountants. There were no adverse
opinions, or disclaimer of opinion or qualified opinions. There were no opinions
modified as to audit scope or disagreements of audit policy. There has been free
discussion between the former and present accountants. There is no audit
committee of the Company.
FUTURE SHAREHOLDER PROPOSALS
The next annual meeting of the shareholders of the Company is expected
to be held in April, 1997. If any shareholder intends to present a proposal at
the 1997 meeting and wishes the proposal to be included in the proxy material,
the holder must submit the proposal to the Company, in writing by February 15,
1997.
VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL
The Board of Directors has fixed the close of business on October 1,
1996 as the record date. Only holders of record of shares on the record date are
entitled to notice of and to vote at the meeting. On the second date, there were
5,575,833 shares of common stock outstanding and entitled to vote, held by
approximately 696 shareholders.
Each holder is entitled to cast one vote per share. The presence, in
person or by proxy of the holders of a majority of the outstanding shares is
necessary to constitute a quorum. The Board of Directors has determined that the
vote to ratify and approve the actions taken by shareholders at the May 10,
1996, special meeting as well as the vote to approve the increase in the
authorized number of shares of common stock will not be effective unless a
majority of the shares of common stock entitled to vote at the May 10, 1996,
meeting as well as a majority of the shares outstanding on the record date for
this meeting are voted to approve such items.
RIGHTS OF DISSENTING SHAREHOLDERS
All holders of outstanding shares of common stock of the Company have
the right under Section 302A.471 of the Minnesota Business Corporations Act to
dissent from the Exchange and to obtain the fair value of their shares. Any
shareholder seeking to exercise such rights must follow the procedure specified
in Section 302A.473 of the Minnesota Business Corporations Act. Copies of
Section 302A.471 (Rights of dissenting shareholders) and 302A.473 (Procedures
for asserting dissenters' rights) are attached to this Proxy Statement.
A shareholder may assert dissenters' rights only as to all of the
shares registered in his or her name unless the shareholder dissents with
respect to all of the shares which are beneficially owned by another person but
registered in the name of the shareholder and discloses the name and address of
each beneficial owner on whose behalf the shareholder dissents. In that event,
the rights of the dissenter shall be determined as if the shares as to which the
shareholder has dissented and the other shares were registered in the names of
different shareholders. Shareholders who have the right to exercise dissenters'
rights and obtain payment for their shares do not have a right at law or in
equity to have the proposed action at the special meting set aside or rescinded,
except when the action is fraudulent with regard to the shareholder or the
corporation.
A SHAREHOLDER WHO DESIRES TO DISSENT MUST GIVE WRITTEN NOTICE PRIOR TO
THE MEETING ON THE 29TH OF OCTOBER, 1996, TO EQUISURE, INC., 1800 RAND TOWER,
527 MARQUETTE, MINNEAPOLIS, MINNESOTA 55402 AND MUST NOT VOTE TO RATIFY AND
APPROVE THE ACTIONS TAKEN AT THE MAY 10, 1996, SPECIAL MEETING OF SHAREHOLDERS.
PROPOSAL TO RATIFY AND APPROVE ACTIONS
APPROVED AT MAY 10, 1996, MEETING
The following describes the matters set forth in the Proxy Statement
for the meeting held on May 10, 1996. All of these matters were approved by the
affirmative vote of shareholders owning more than 72% of the shares of common
stock entitled to vote at that meeting. In order to eliminate any questions
regarding the effectiveness of actions taken at that meeting, shareholders are
again being asked to ratify and approve such actions.
REVERSE STOCK SPLIT
There are now 5,575,833 shares of common stock outstanding. The Board
of Directors decided that prior to approval of the Plan of Exchange that it was
in the best interests of the Company to reverse split the outstanding shares of
common stock so that there would be 1 share for each 20 shares. This meant that
there were 278,792 shares of common stock outstanding of Aloe Vera Naturel, Inc.
before the Plan of Exchange, with 5,297,041 shares of common stock being issued
in connection with the Plan of Exchange.
PLAN OF EXCHANGE WITH EQUIHOT DELFSTOFFEN N.V.
Following the May 10, 1996, meeting, the Board of Directors entered
into an agreement with Equihot Delfstoffen, N.V. a Belgian Corporation for a
Plan of Exchange of Equihot Herverzekering N.V. A copy of the agreement is
attached to this Proxy Statement as Appendix A. Under the terms of the agreement
Equihot Delfstoffen N.V. transferred all of the issued and outstanding shares of
Equihot Herverzekering N.V. to the Company in exchange for 5,297,041 shares of
the Company's common stock.
Aloe Vera Naturel, Inc. Aloe Vera Naturel, Inc. was started as a
Minnesota corporation on August 17, 1977, and 45,000 shares(all share amounts
have been adjusted to reflect and assume the effectiveness of the 20-for-1
reverse split) were issued to the founders. Beginning in March, 1978 the Company
sold 44,750 shares in a public offering, and in 1981 there were an additional
6,667 shares sold. The Company was formed to market cosmetics and skin care
products. The business was not successful, and in 1982 the business ceased.
There were 25,000 shares issued in 1982 to retire notes payable. Also
in 1982 there was an attempt to resurrect the business with an agreement with
Longhorn Energy Services, Inc. This was not successful. There were 3,000 shares
issued in settlement of legal and other fees in connection with a Longhorn
offering, and there was a reversal of the Longhorn merger in 1984 that resulted
in the issuance of 15,000 shares of the Company's common stock, which was
approved at a shareholder meeting in 1992.
There were additional shares issued in 1991: 625 for referral fees;
7,500 to Donald E. Densmore for management fees; and 131,250 to George N. Berger
for consulting fees incurred before he became an officer and director of the
Company.
The Company filed a registration statement on Form 10-SB in January,
1994 to become a reporting company under the Securities Exchange Act of 1934. In
September, 1995 the registration statement was declared effective by the
Securities and Exchange Commission.
The Company had no material assets and no business operation since the
discontinuance of the cosmetics and skin care marketing business in 1982.
Equihot Herverzekering N.V. Equihot Herverzekering N.V. is a
corporation, incorporated in Belgium, and was, prior to the exchange, a wholly
owned subsidiary of Equihot Delfstoffen N.V., also a Belgian corporation. The
former parent company is a metals trading company that trades in raw, refined or
constructed products of metal throughout the world. Equihot Herverzekering N.V.
was started as a reinsurance subsidiary of the parent company.
Equihot Herverzekering N.V. principally does business with companies in
the metal trading business. It only writes reinsurance, not the primary
insurance. The reinsurance is limited principally to that of financial or
political risks associated with the delivery of metal products, usually defined
as raw, refined or constructed products, warehoused or in transit as a result of
the risks of political insurrection, riots, strikes and other malicious acts,
including terrorism; and relating to the movement of cargo by land, sea or air,
including the ship's hulls and light aircraft.
Equihot Herverzekering N.V. principally underwrites:
(A) Financial Risk reinsurance on the basis of:
"An actual loss being incurred by the insured as a result of the
failure of a trading partner to complete agreed contracts of purchase
from the insured leading to a breach of contract." The coverage is
provided to original insureds in the mining and metal trading sectors.
(B) Political Risk reinsurance on the basis of:
"An actual loss being incurred by the insured as a result of seizure or
destruction of goods, due to Civil War, Riots, Strikes and Illegal
Civil Unrest". As in (A) this coverage is provided to original insureds
in the mining and metal trading sectors. In geographical terms,
primarily Australia, Indonesia, South Africa and Zambia.
Reinsurance derived from the insurable risks detailed in A and B,
accounted for premiums written of $18,941,368 for the financial year ending 31
December 1994 and $26,011,236 for 1995. The projected premiums written for 1996
from these classes is approximately $30,000,000.
Equihot Herverzekering N.V. also has a policy of entering into an
agreement with one specific producer on one geographical area. The reason is to
avoid conflict between producers, and also to maintain a desired rating
structure and any downward pressure from competing brokers in the same market.
The close association with the parent company has led to a desirable
risk structure, and there have been no losses from claims on an as if basis in
the past seven years. Equihot Herverzekering N.V. branched out in 1995 to write
reinsurance for other major international companies active in metal trading. In
keeping with the prior method of operation the company only enters into
arrangements with insurance companies with a proven risk management experience,
and an acceptable level of loss ratio.
CHANGE OF NAME
The Company changed its name after the shareholders meeting on May 10,
1996, to Equisure, Inc. It will retain the name Equihot Herverzekering N. V. for
its wholly owned subsidiary for the reason that it has many insurance contracts
throughout the world in that name. As a result it would create numerous problems
to cease doing business as Equihot Herverzekering N.V., and it will continue to
do business in that name. It is intended that all accounting will be on a
consolidated basis, so that the income of the subsidiary will be the income of
Equisure, Inc., the parent company, following adoption of the Plan of Exchange.
OFFICERS AND DIRECTORS OF THE COMPANY
The following information sets forth information as to the persons who
are Officers and Directors of Equisure, Inc. (following the May 10, 1996,
meeting):
Name Age Position
P. G. Uttley 65 Chairman and a Director
B. Harding 47 President and a Director
Gerda Elsen 36 Director
D. J. Sachman 51 Director
P.G. UTTLEY, Chairman and a Director. Mr. Uttley is British, and has
been in the insurance business since 1959. At this time he is Chairman of Owen &
Wilby, Chairman of Owl Holdings limited, Fonde de Pouvoir of Equihot Societe
Anonyme Monegasque, Director of Equihot Verzekering N.V., Director of Equihot
Herverzekering N.V. and Chairman of P & B Limited.
BARRIE HARDING, President and a Director. Mr. Harding is British and
has been in the insurance business since 1965. From 1989 to 1993 he was Managing
Director of Hull & Co., Ltd., during 1994 he was a member of the board of Hogg
Insurance Brokers, Ltd., from January, 1995 to February, 1996 he was with
Harding Associates, and from February, 1996 to the present he has been a
director of Equihot insurance companies.
GERDA ELSEN, Director - Actuarial Insurance Accounts. Mrs. Elsen is
Belgian, and has been in the insurance business since 1987. From 1987 to 1995
she was with Area Benefits Network International Services S.G., a Professor of
mathematics at E.H.S.A.L., and an Actuary at Hewitt CBC S.A. From January, 1996
she has been a Director of Equihot Herverzekering N.V.
DAVID SACHMAN, Director - Finance. Mr. Sachman is a citizen of South
Africa. He has been employed since 1988 as Director of Equihot Finance Trust and
the Equihot companies.
SECURITY OWNERSHIP OF THE COMPANY
The following table sets forth information as to the owners of 5% or
more of the voting securities, and officers and directors of the new company
(following the May 10, 1996, meeting):
<TABLE>
<CAPTION>
Name of Beneficial Owner Number of Shares % of Ownership
<S> <C> <C>
AS OF MAY 10, 1996
Equihot Delfstoffen N.V. 5,297,041 95%
AS OF OCTOBER 1, 1996
Equihot Delfstoffen N.V. 1,269,703 22%
David Sachman 248,500 4%
Barrie Harding 100,000 2%
Gerda Elsen 100,000 2%
Peter Uttley 100,000 2%
All officers and
Directors as a group 1,798,203 32%
</TABLE>
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
The following is the unaudited pro forma condensed balance sheet, as of
December 31, 1995 for both Aloe Vera Naturel, Inc. and Equihot Herverzekering
N.V., showing the condensed balance sheet items, and the total for both
companies combined.
<TABLE>
<CAPTION>
Historical Pro forma
Aloe Vera Equihot
<S> <C> <C> <C>
Assets
Investments $ -- $15,790,358 $15,790,358
Cash and cash equivalents $ -- $32,216,805 $32,216,805
Other Assets $ -- $10,945,983 $10,945,983
----------- -----------
$ -- $58,953,146 $58,953,146
Liabilities and Stockholders' Equity
Liabilities $ 68,693 $ 8,115,819 $ 8,184,512
Underwriting Reserves $ -- $16,909,846 $16,909,846
Stockholders' Equity $ (68,693) $33,927,481 $33,858,788
---------- ----------- -----------
$ -- $58,953,146 $58,953,146
---------- ----------- -----------
Book Value per Share $ (.01) $ 6.08 $ 6.07
</TABLE>
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
The following is the unaudited pro forma condensed income statement,
for the year ended December 31, 1995 for both Aloe Vera Naturel, Inc. and
Equihot Herverzekering N.V., showing the condensed income statement items, and
the total for both companies combined.
<TABLE>
<CAPTION>
Historical Pro forma
Aloe Vera Equihot
<S> <C> <C> <C>
Total Revenues $ -- $ 5,645,950 $ 5,645,950
Investments Income $ -- $ 1,272,547 $ 1,272,547
Expenses $ 4,062 $ 5,705,231 $ 5,709,293
------- ----------- -----------
Income (Loss) $ (4,062) $ 1,213,266 $ 1,209,204
Income (Loss) Per Share $ (.0007) $ .22 $ .22
</TABLE>
FUTURE DEVELOPMENT
Equihot Herverzekering N.V. has shown growth of about 9% in the first
six months of 1996 compared with the same period in 1995.
The Company is looking for new areas of expansion, presently under
review is South America and Australia. The Company is looking for growth with a
profit, short term growth without known profit will be avoided.
The principal source of reinsurance business is from Africa, in the
mining sector. This has not been maximized, and the Company will look for
continued expansion.
The shareholders of Equihot Herverzekering N.V. paid into the Company
(in addition to stock) the sum of $32,500,000 by way of a contributed surplus.
This takes the form of a subordinated loan, paying an annual coupon of 6% on
December 12th to the shareholders of Equihot Herverzekering N.V. This loan is
not repayable and will be converted to common stock of Equihot Herverzekering
N.V. at par on December 12, 1999. The title of lender to this subordinated loan
was assigned in its entirety to Equisure Inc.
In percentage terms these political-financial risks written accounted
for 100% of the reinsurance premium income for 1994, approximately 95% in 1995
and an estimated 65% in 1996. The target portfolio balance is 50% financial and
political reinsurance and 50% general reinsurance to be achieved by the year
ending December 31, 1997.
The remainder of the Company's net reinsurance income is derived from
general reinsurance, specifically in the following classes.
<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Marine Hull 0% 3.50% 12.50% EST
Aviation Hull 0% 0.90% 5.50% EST
Marine Cargo 0% 0.57% 12.00% EST
Personal Accident 0% 0% 4.00% EST
Misc. Property & Casualty 0% 0% 1.00% EST
</TABLE>
No other classes of reinsurance are sought, or accepted.
In overall income terms Equihot Herverzekering N.V. considers the
financial and political risk sector to ceiling at $30,000,000 +/-, by choice. In
the general reinsurance sector the intended ceiling is also $30,000,000 +/-,
again by choice, giving a combined $60,000,000 net premium income ceiling. In
balance sheet terms Equihot Herverzekering N.V. is then limiting its
underwriting income to less than twice capital and reserves.
This under-use of capacity allows for selective growth on a
conservative basis, producing a maintained steady profit, obtained and supported
through known income and mid term investments. Conservatism has worked, Equihot
Herverzekering N.V. has maintained full reserving yet has been able to return a
net profit of $1,213,123 for 1995, its second full year of trading. Further, the
Company made payments to Shareholders totalling $4,982,919 in respect of coupon
and commissions.
Equihot Herverzekering N.V. principally operates and underwrites from 8
Louisa Marialei, Antwerp, Belgium, Tel. No. 32-3-232 5353, Fax 32-3-2327702.,
with secondary offices in London, Monaco and Johannesburg. It has 6 Directors, 2
managers and 15 staff, located in Antwerp and at offices in London, Monaco, and
Johannesburg.
AMENDMENT TO INCREASE AUTHORIZED SHARES
The Board of Directors has decided that it is in the best interests of
the Company to increase the number of authorized shares of common stock, $.001
par value, in the Articles of Incorporation from 10,000,000 to 50,000,000
shares.
The Board of Directors does not have a specific reason for the increase
in the number of shares at this time. There are now more than half of the
authorized shares issued and outstanding. The Board of Directors wants to have
the flexibility to have shares available in the event of a merger or stock
dividend, without having to call another meeting of the shareholders to increase
the number of authorized shares.
EQUISURE, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1996
The undersigned, having received the Notice of Special Meeting of
Shareholders and Proxy Statement of Equisure, Inc., dated October 11, 1996,
hereby constitute and appoint Joseph Nielsen with full power of substitution, as
attorney and proxy of the undersigned, to attend the special meeting of
shareholders of Equisure, Inc., at 527 Marquette #1800, Minneapolis, Minnesota
on the 29th day of October, 1996, at 9:00 a.m., or at any adjournment or
adjournments thereof and to vote, as designated below, all of the common shares
of the undersigned in Equisure, Inc. (formerly Aloe Vera Naturel, Inc.), which
the undersigned would be entitled to vote if personally present, as follows:
Ratify and approve all actions taken at the May 10, 1996 special
meeting of shareholders, including the Plan of Exchange with Equihot
Herverzekering N. V.
_____YES _____NO ____ABSTAIN
Approval of an amendment to the Articles of Incorporation in order to
increase the number of authorized shares of common stock from 10,000,000 to
50,000,000 shares.
_____YES _____NO ____ABSTAIN
This proxy will be voted as directed, or if no such direction is
indicated and the signed proxy is returned to Equisure, Inc., it will be voted
in favor of each of the above items.
Dated: ____________________________ , 1996.
__________________________________________
(Printed Shareholders Name)
__________________________________________
(Shareholders Name)
__________________________________________
(Print Joint Shareholders Name, if any)
__________________________________________
(Joint Shareholders Signature)
IMPORTANT: PLEASE DATE AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON
THE STOCK CERTIFICATE. WHEN SIGNING AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE FULL TITLE AS SUCH; IF SHARES ARE HELD BY JOINT TENANTS, EACH
JOINT TENANT IS ASKED TO SIGN.
